ASSIGNMENT OF JOINT VENTURE INTEREST
                              (L'Auberge Pinecliff)




                  This Assignment of Joint Venture Interest (this  "Assignment")
is made as of June __, 1996, by and between  Gentry  Investments  II, a Colorado
general partnership (the "Assigning Venturer"),  and Cluster Housing Properties,
A California  Limited  Partnership,  formerly  known as Berry and Boyle  Cluster
Housing Properties (the "L'Auberge Venturer"), with reference to the following:

                  A. The Assigning Venturer and the L'Auberge Venturer are joint
venture  partners in that certain  Colorado joint venture  partnership  known as
Autumn Ridge Joint Venture (the "Joint Venture") formed pursuant to that certain
Joint  Venture  Agreement of Autumn Ridge Joint  Venture dated July 15, 1986 (as
amended, the "Joint Venture Agreement").

                  B. The Assigning  Venturer desires to assign its entire right,
title and  interest  in the Joint  Venture to the  L'Auberge  Venturer,  and the
L'Auberge  Venturer  desires  to  accept  such  assignment,  on  the  terms  and
conditions set forth below.

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
valuable  consideration  (the  receipt  of which is  hereby  acknowledged),  the
parties hereto agree as follows:

                  1.  Assignment  of  Joint  Venture  Interest.   The  Assigning
Venturer hereby sells,  transfers and assigns to the L'Auberge Venturer, and the
L'Auberge  Venturer  hereby  accepts  from the  Assigning  Venturer,  all of the
Assigning  Venturer's  right,  title and  interest in and to its interest in the
Joint  Venture and in, to and under the Joint Venture  Agreement,  together with
any and all rights (including without limitation all rights to distributions and
allocations   arising  from  and  after  the  date  hereof)  incidental  thereto
(collectively,  the  "Interest").  By  their  execution  hereof,  the  Assigning
Venturer and the L'Auberge  Venturer  waive their  respective  rights to receive
notice of the transfer of the Interest,  to invoke  restrictions  on transfer of
such Interest and to withhold approval of such transfer.

                  2.  Acceptance  of  Assignment.  Subject to the  provisions of
Paragraph 3 below,  the L'Auberge  Venturer  hereby accepts such  assignment and
assumes  and agrees to  perform  and  discharge  all joint  venture  partnership
obligations of the Assigning  Venturer with respect to the Interest as set forth
in the Joint Venture Agreement arising from and after the date hereof.

                  3.       Indemnification.

 (a) The Assigning Venturer hereby agrees to protect, defend, indemnify and hold
the L'Auberge  Venturer and the Joint Venture  harmless from and against any and
all losses,  claims,  expenses (including  reasonable attorneys' fees), damages,
liabilities  or  obligations  relating to any act or  omission of the  Assigning
Venturer with respect to the Joint Venture, its business or property,  including
the multi-family  residential project which has been constructed thereon,  which
arose on or before the effective date of this Assignment.

 (b) The L'Auberge Venturer hereby agrees to protect, defend, indemnify and hold
the Assigning  Venturer  harmless  from and against any and all losses,  claims,
expenses  (including  reasonable  attorneys'  fees),  damages,   liabilities  or
obligations  relating  to any act or  omission of the  L'Auberge  Venturer  with
respect  to  the  Joint  Venture,  its  business  or  property,   including  the
multi-family  residential  project  which has been  constructed  thereon,  which
arises after the effective date of this Assignment.

  4. Representations and Warranties of the Assigning Venturer.  The Assigning
Venturer hereby represents and warrants as follows:

 (a)    The Assigning Venturer has the legal right and power to enter into this
Assignment and, as of the date hereof, has valid title to the Interest, free and
clear of any liens, claims or encumbrances.

 (b) The Assigning Venturer has the legal right and power to sell, assign and
transfer the Interest to the L'Auberge Venturer without obtaining the consent of
any other person, entity or governmental authority.

  5. Representations and Warranties of the L'Auberge Venturer.  The L'Auberge
 Venturer hereby represents and warrants as follows:

  (a) The L'Auberge Venturer has the legal right and power to enter into this
Assignment.

  (b) The L'Auberge Venturer has the legal right and power to accept the
assignment of the  Interest  and to  assume  the  obligations  pertaining
thereto without obtaining the consent of any other person, entity or
governmental authority.

                  6.       General Terms.

  (a) The Assigning Venturer hereby agrees to execute and deliver, upon the
request of the L'Auberge Venturer, any additional documents or instruments which
may be necessary or appropriate to effectuate the transfer of the Interest to
the L'Auberge Venturer.

 (b) All representations, warranties, covenants and agreements of the parties
contained  in this  Assignment  or any other  document  referred to herein shall
survive the execution and delivery of this Assignment.

 (c) This Assignment shall be governed by and construed in accordance with the
laws of the State of Colorado, without giving effect to the conflict of laws or
choice of law rules or laws of such jurisdiction.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Assignment effective as of the date and year first set forth above.


  "L'Auberge Venturer"                               "Assigning Venturer"

CLUSTER HOUSING PROPERTIES,                 GENTRY INVESTMENTS II,
A California Limited Partnership,             a Colorado general partnership
formerly known as
Berry and Boyle Cluster Housing Properties      By:      _____________________
                                                         a general partner

By:      GP L'Auberge Communities, L.P.,        By:      ______________________
         a California partnership                        a general partner
         formerly known as
         Berry and Boyle Management,            By:      ______________________
         a General Partner                               a general partner

         By:      L'Auberge Communities Inc.    By:      ______________________
                  a California corporation               a general partner
                  formerly known as
                  Berry and Boyle Inc.,
                  a General Partner
                  of GP L'Auberge Communities, L.P.

                  By:      _____________________
                           Its: __________________